CenterPoint Energy: Termination of a Material Definitive Agreement – Form 8-K

UNITED STATES

SAFETY AND EXCHANGES COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to section 13 or 15(d)

of the Securities Exchange Act of 1934

Report Date (Date of First Reported Event): June 30, 2022

CENTERPOINT ENERGY, INC.

(Exact name of the declarant as specified in its charter)

Texas 1-31447 74-0694415

(State or other jurisdiction

of incorporation)

(Commission

File number)

(IRS Employer

ID number.)

1111 Louisiana
Houston,Texas 77002
(Address of main executive offices) (Postal code)

Holder’s telephone number, including area code: (713)207-1111

Check the appropriate box below if the filing of Form 8-K is intended to concurrently satisfy the filer’s filing obligation under any of the following provisions (see General instruction A.2. below):

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Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trade

Symbol(s)

Name of each exchange

on which inscribed

Common shares, par value $0.01 NOC The New York stock exchange
prefer N / A Chicago Stock Exchange, Inc.

Indicate with a check mark whether the registrant is an emerging growth company within the meaning of Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging growing business ☐

If the company is an emerging growth company, indicate with a check mark whether the registrant has elected not to use the extended transition period to comply with new or revised financial accounting standards under the section 13(a) of the Exchange Act. ☐

Item 1.02.

Termination of a Material Definitive Agreement.

Note Purchase contracts

As previously reported, on May 27, 2022, CenterPoint Energy Resources Corp. (“CERC”), a wholly-owned subsidiary of CenterPoint Energy, Inc. (the “Company”), has made private offers to exchange (the “Exchange Offers”) certain of the outstanding series of Prime Senior Notes (collectively, the “Existing Notes”) issued by Vectren Utility Holdings, Inc. (“VUHI”), an indirect subsidiary of the Company, for new Senior Notes issued by CERC. On June 30, 2022, as part of an internal reorganization (the “Reorganization”), CERC acquired 100% of: (i) the issued and outstanding shares of Indiana Gas Company, Inc. (“Indiana Gas”) and (ii) the issued and outstanding interests of Vectren Energy Delivery of Ohio, LLC (“VEDO”), each of which are wholly owned subsidiaries of VUHI. As a result, Indiana Gas and VEDO became wholly owned subsidiaries of CERC and Southern Indiana Gas and Electric Company (“SIGECO”) remained a wholly owned subsidiary of VUHI.

As part of the Restructuring, VUHI repaid in full the Existing Bonds acquired by CERC under the Exchange Offers and the following Bond Purchase Agreements relating to the Existing Bonds were terminated: (i) the ‘Purchase of Bonds, dated August 22, 2013, by and between VUHI, the institutional buyers parties and the guarantors parties, providing for the issue of Senior Guaranteed Notes 3.72% of VUHI maturing in 2023; (ii) the Bond Purchase Agreement, dated April 5, 2011, by and between VUHI, the institutional buyers thereto and the guarantors thereto, providing for the issuance of senior secured bonds 5.02% VUHI Bonds, Series B, Due 2026 and 5.99% VUHI Bonds, Series C Senior Secured Notes, Due 2041; (iii) the Note Purchase Agreement, dated November 15, 2011, by and between VUHI, the Institutional Buyers Parties and the Guarantors Parties, providing for the issuance of VUHI’s 5.00% Senior Secured Notes, maturing in 2042; (iv) the Note Purchase Agreement, dated December 20, 2012, by and between VUHI, the Institutional Buyers Parties and the Guarantors Parties, providing for the issuance of 4.25% Senior Secured Notes, Series B , maturing in 2043; and (v) the Note Purchase Agreement, dated June 11, 2015, by and between VUHI, the institutional purchasers thereto and the guarantors thereto, providing for the issuance of senior secured notes at 4 .36%, Series B, due 2045.

Credit agreement 2021

On June 30, 2022, as part of the Restructuring, VUHI paid in full all outstanding debts and terminated all remaining covenants and other obligations under its amended and restated $400 million credit agreement dated June 4 February 2021 (the “VUHI Credit Agreement”). VUHI did not incur any penalty in connection with the early termination.

The VUHI Credit Agreement had a maturity date of February 4, 2024. The VUHI Credit Agreement was guaranteed by SIGECO, Indiana Gas and VEDO, which were each wholly-owned subsidiaries of VUHI prior to the Restructuring. Borrowing costs for loans based on the London Interbank Offered Rate (“LIBOR”) were at a margin of 1.375% above LIBOR rates, based on current VUHI ratings. In addition, VUHI was required to pay the lenders, based on VUHI’s current ratings, an annual commitment fee of 0.175% for their commitments. The LIBOR spread and the commitment fee fluctuated depending on VUHI’s credit rating. VUHI’s credit agreement contained customary covenants, including a consolidated debt/capitalization covenant for VUHI.

Lenders included Bank of America, NA, as administrative agent, JPMorgan Chase Bank, NA, Mizuho Bank, Ltd. and Wells Fargo Bank, National Association, as co-syndicationagents and Citibank, NA, MUFG Bank, Ltd., RBC Capital Markets and Barclays Bank PLC, as co-documentationofficers. Affiliates of the lenders have provided custodial and other banking, investment banking, trust, investment management and advisory services for the Company and its affiliates from time to time for which they have received customary fees and expenses and may, from time to time, engage in transactions with and provide services to the Company and its affiliates in the normal course of business. Several of the lenders under the VUHI Credit Agreement are also lenders under other credit agreements of the Company and its affiliates. On June 30, 2022, as part of the Restructuring, VUHI also terminated its commercial paper program which was backed by the VUHI Credit Agreement, which program had no outstanding obligations at that time. VUHI did not incur any penalties in connection with the early termination of its commercial paper program.

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